(1) Effective in the second quarter of 2016, Autodesk elected to
retrospectively adopt ASU 2015-03, regarding Subtopic 835-30 "Interest -
Imputation of Interest". The adoption resulted in a $4.1 million
reclassification of debt issuance costs from other assets to a reduction
of long term notes payable, net, as of January 31, 2015.

Autodesk, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

Nine Months Ended October 31,

2015

2014

(Unaudited)

Operating activities:

Net (loss) income

$

(293.3

)

$

70.3

Adjustments to reconcile net (loss) income to net cash provided by
operating activities:

Depreciation, amortization and accretion

109.7

109.9

Stock-based compensation expense

141.1

116.5

Deferred income taxes

221.9

(13.7

)

Restructuring charges, net

—

3.1

Other operating activities

(10.6

)

9.5

Changes in operating assets and liabilities, net of business
combinations:

To supplement our consolidated financial statements presented on a
GAAP basis, Autodesk provides investors with certain non-GAAP
measures including non-GAAP gross margin, non-GAAP operating
expenses, non-GAAP operating margin, non-GAAP net income, non-GAAP
net income per share, non-GAAP diluted shares used in per share
calculation and billings. Excluding billings, these non-GAAP
financial measures are adjusted to exclude certain costs, expenses,
gains and losses, including stock-based compensation expense,
restructuring charges, amortization of purchased intangibles, gain
and loss on strategic investments, and related income tax expenses.
In the case of billings, we reconcile to revenue by adjusting for
the change in deferred revenue from the beginning to the end of the
period less any deferred revenue balances acquired from business
combination(s) during the period and other discounts. See our
reconciliation of GAAP financial measures to non-GAAP financial
measures herein. We believe these exclusions are appropriate to
enhance an overall understanding of our past financial performance
and also our prospects for the future, as well as to facilitate
comparisons with our historical operating results. These adjustments
to our GAAP results are made with the intent of providing both
management and investors a more complete understanding of Autodesk's
underlying operational results and trends and our marketplace
performance. For example, non-GAAP results are an indication of our
baseline performance before gains, losses or other charges that are
considered by management to be outside our core operating results.
In addition, these non-GAAP financial measures are among the primary
indicators management uses as a basis for our planning and
forecasting of future periods.

There are limitations in using non-GAAP financial measures because
the non-GAAP financial measures are not prepared in accordance
with generally accepted accounting principles and may be different
from non-GAAP financial measures used by other companies. The
non-GAAP financial measures are limited in value because they
exclude certain items that may have a material impact upon our
reported financial results. The presentation of this additional
information is not meant to be considered in isolation or as a
substitute for the directly comparable financial measures prepared
in accordance with GAAP in the United States. Investors should
review the reconciliation of the non-GAAP financial measures to
their most directly comparable GAAP financial measures as provided
in the tables accompanying this press release.

The following table shows Autodesk's non-GAAP results reconciled to
GAAP results included in this release.

Three Months Ended October 31,

Nine Months Ended October 31,

2015

2014

2015

2014

(Unaudited)

(Unaudited)

GAAP cost of license and other revenue

$

53.0

$

51.9

$

159.1

$

154.6

Stock-based compensation expense

(1.7

)

(1.2

)

(4.4

)

(3.2

)

Amortization of developed technology

(11.1

)

(11.9

)

(34.7

)

(37.1

)

Non-GAAP cost of license and other revenue

$

40.2

$

38.8

$

120.0

$

114.3

GAAP cost of subscription revenue

$

38.0

$

34.1

$

116.7

$

98.0

Stock-based compensation expense

(1.5

)

(1.1

)

(4.1

)

(2.9

)

Amortization of developed technology

(0.5

)

(1.2

)

(2.4

)

(3.5

)

Non-GAAP cost of subscription revenue

$

36.0

$

31.8

$

110.2

$

91.6

GAAP gross profit

$

508.8

$

532.0

$

1,580.0

$

1,595.0

Stock-based compensation expense

3.2

2.3

8.5

6.1

Amortization of developed technology

11.6

13.1

37.1

40.6

Non-GAAP gross profit

$

523.6

$

547.4

$

1,625.6

$

1,641.7

GAAP marketing and sales

$

243.4

$

245.1

$

738.1

$

708.1

Stock-based compensation expense

(22.2

)

(19.4

)

(61.2

)

(51.0

)

Non-GAAP marketing and sales

$

221.2

$

225.7

$

676.9

$

657.1

GAAP research and development

$

197.9

$

183.9

$

585.5

$

533.7

Stock-based compensation expense

(17.5

)

(14.7

)

(49.9

)

(39.3

)

Non-GAAP research and development

$

180.4

$

169.2

$

535.6

$

494.4

GAAP general and administrative

$

74.2

$

78.9

$

220.2

$

212.9

Stock-based compensation expense

(7.3

)

(6.7

)

(21.5

)

(20.1

)

Non-GAAP general and administrative

$

66.9

$

72.2

$

198.7

$

192.8

GAAP amortization of purchased intangibles

$

8.1

$

9.5

$

25.2

$

30.5

Amortization of purchased intangibles

(8.1

)

(9.5

)

(25.2

)

(30.5

)

Non-GAAP Amortization of purchased intangibles

$

—

$

—

$

—

$

—

GAAP restructuring charges, net

$

—

$

—

$

—

$

3.1

Restructuring charges, net

—

—

—

(3.1

)

Non-GAAP restructuring charges, net

$

—

$

—

$

—

$

—

GAAP operating expenses

$

523.6

$

517.4

$

1,569.0

$

1,488.3

Stock-based compensation expense

(47.0

)

(40.8

)

(132.6

)

(110.4

)

Amortization of purchased intangibles

(8.1

)

(9.5

)

(25.2

)

(30.5

)

Restructuring charges, net

—

—

—

(3.1

)

Non-GAAP operating expenses

$

468.5

$

467.1

$

1,411.2

$

1,344.3

GAAP (loss) income from operations

$

(14.8

)

$

14.6

$

11.0

$

106.7

Stock-based compensation expense

50.2

43.1

141.1

116.5

Amortization of developed technology

11.6

13.1

37.1

40.6

Amortization of purchased intangibles

8.1

9.5

25.2

30.5

Restructuring charges, net

—

—

—

3.1

Non-GAAP income from operations

$

55.1

$

80.3

$

214.4

$

297.4

GAAP interest and other expense, net

$

(7.7

)

$

(3.0

)

$

(10.8

)

$

(16.6

)

(Gain) loss on strategic investments

0.1

0.7

(3.3

)

7.6

Non-GAAP interest and other expense, net

$

(7.6

)

$

(2.3

)

$

(14.1

)

$

9.0

GAAP provision for income taxes

$

(21.3

)

$

(0.9

)

$

(293.5

)

$

(19.8

)

Discrete GAAP tax benefit (provision) items

1.2

(4.5

)

2.4

(9.2

)

Establishment of valuation allowance on deferred tax assets

—

—

230.9

—

Income tax effect of non-GAAP adjustments

5.7

(14.9

)

6.1

(45.9

)

Non-GAAP provision for income tax

$

(14.4

)

$

(20.3

)

$

(54.1

)

$

(74.9

)

GAAP net (loss) income

$

(43.8

)

$

10.7

$

(293.3

)

$

70.3

Stock-based compensation expense

50.2

43.1

141.1

116.5

Amortization of developed technology

11.6

13.1

37.1

40.6

Amortization of purchased intangibles

8.1

9.5

25.2

30.5

Restructuring charges, net

—

—

—

3.1

(Gain) loss on strategic investments

0.1

0.7

(3.3

)

7.6

Discrete GAAP tax benefit (provision) items

1.2

(4.5

)

2.4

(9.2

)

Establishment of valuation allowance on deferred tax assets

—

—

230.9

—

Income tax effect of non-GAAP adjustments

5.7

(14.9

)

6.1

(45.9

)

Non-GAAP net income

$

33.1

$

57.7

$

146.2

$

213.5

GAAP diluted net (loss) income per share

$

(0.19

)

$

0.05

$

(1.29

)

$

0.30

Stock-based compensation expense

0.22

0.19

0.61

0.50

Amortization of developed technology

0.05

0.06

0.16

0.18

Amortization of purchased intangibles

0.03

0.04

0.11

0.13

Restructuring charges, net

—

—

—

0.01

(Gain) loss on strategic investments

—

—

(0.01

)

0.03

Discrete GAAP tax benefit (provision) items

—

(0.02

)

0.01

(0.04

)

Establishment of valuation allowance on deferred tax assets

—

—

1.01

—

Income tax effect of non-GAAP adjustments

0.03

(0.07

)

0.03

(0.19

)

Non-GAAP diluted net income per share

$

0.14

$

0.25

$

0.63

$

0.92

GAAP diluted shares used in per share calculation

225.3

231.5

226.5

231.9

Shares included in non-GAAP net income per share, but excluded from
GAAP net loss per share as they would have been anti-dilutive

3.4

—

4.0

—

Non-GAAP diluted weighted average shares used in per share
calculation

(a) Totals may not agree with the sum of the components due to
rounding.

(b) Net Income (Loss) Per Share were computed independently for each
of the periods presented; therefore the sum of the net income (loss)
per share amounts for the quarters may not equal the total for the
year.

(1) To supplement our consolidated financial statements presented
on a GAAP basis, Autodesk provides investors with certain non-GAAP
measures including non-GAAP gross margin, non-GAAP operating
expenses, non-GAAP operating margin, non-GAAP net income, non-GAAP
net income per share and billings. Excluding net billings, these
non-GAAP financial measures are adjusted to exclude certain costs,
expenses, gains and losses, including stock-based compensation
expense, restructuring charges, amortization of purchased
intangibles, gain and loss on strategic investments, and related
income tax expenses. In the case of billings, we reconcile to
revenue by adjusting for the change in deferred revenue from the
beginning to the end of the period less any deferred revenue
balances acquired from business combination(s) during the period
and other discounts. See our reconciliation of GAAP financial
measures to non-GAAP financial measures herein. We believe these
exclusions are appropriate to enhance an overall understanding of
our past financial performance and also our prospects for the
future, as well as to facilitate comparisons with our historical
operating results. These adjustments to our GAAP results are made
with the intent of providing both management and investors a more
complete understanding of Autodesk's underlying operational
results and trends and our marketplace performance. For example,
non-GAAP results are an indication of our baseline performance
before gains, losses or other charges that are considered by
management to be outside our core operating results. In addition,
these non-GAAP financial measures are among the primary indicators
management uses as a basis for our planning and forecasting of
future periods. There are limitations in using non-GAAP financial
measures because the non-GAAP financial measures are not prepared
in accordance with generally accepted accounting principles and
may be different from non-GAAP financial measures used by other
companies. The non-GAAP financial measures are limited in value
because they exclude certain items that may have a material impact
upon our reported financial results. The presentation of this
additional information is not meant to be considered in isolation
or as a substitute for the directly comparable financial measures
prepared in accordance with GAAP in the United States. Investors
should review the reconciliation of the non-GAAP financial
measures to their most directly comparable GAAP financial measures
as provided in the tables accompanying Autodesk's press release.

QTR 1

QTR 2

QTR 3

QTR 4

YTD 2016

(2) GAAP Gross Margin

86

%

85

%

85

%

85

%

Stock-based compensation expense

—

%

—

%

—

%

1

%

Amortization of developed technology

2

%

2

%

2

%

2

%

Non-GAAP Gross Margin

88

%

87

%

87

%

88

%

(3) GAAP Operating Expenses

$

533

$

512

$

524

$

1,569

Stock-based compensation expense

(47

)

(38

)

(47

)

(133

)

Amortization of purchased intangibles

(9

)

(8

)

(8

)

(25

)

Restructuring charges, net

—

—

—

—

Non-GAAP Operating Expenses

$

477

$

466

$

469

$

1,411

(4) GAAP Operating Margin

3

%

1

%

(2

)%

1

%

Stock-based compensation expense

8

%

7

%

8

%

8

%

Amortization of developed technology

2

%

2

%

2

%

2

%

Amortization of purchased intangibles

2

%

1

%

1

%

1

%

Restructuring charges, net

—

%

—

%

—

%

—

%

Non-GAAP Operating Margin

15

%

11

%

9

%

12

%

(5) GAAP Net Income (Loss)

$

19

$

(269

)

$

(44

)

$

(293

)

Stock-based compensation expense

50

41

50

141

Amortization of developed technology

14

12

12

37

Amortization of purchased intangibles

9

8

8

25

Restructuring charges, net

—

—

—

—

(Gain) loss on strategic investments

(1

)

(2

)

—

(3

)

Discrete GAAP tax (provision) benefit items

(3

)

4

1

2

Establishment of valuation allowance on deferred tax assets

—

231

—

231

Income tax effect of non-GAAP adjustments

(19

)

19

6

6

Non-GAAP Net Income

$

69

$

44

$

33

$

146

(6) GAAP Diluted Net Income (Loss) Per Share

$

0.08

$

(1.18

)

$

(0.19

)

$

(1.29

)

Stock-based compensation expense

0.21

0.18

0.22

0.61

Amortization of developed technology

0.06

0.05

0.05

0.16

Amortization of purchased intangibles

0.04

0.04

0.03

0.11

(Gain) loss on strategic investments

—

(0.01

)

—

(0.01

)

Discrete GAAP tax (provision) benefit items

(0.01

)

0.02

—

0.01

Establishment of valuation allowance on deferred tax assets

—

1.01

—

1.01

Income tax effect of non-GAAP adjustments

(0.08

)

0.08

0.03

0.03

Non-GAAP Diluted Net Income Per Share

$

0.30

$

0.19

$

0.14

$

0.63

Reconciliation for Billings:

Q116

Q216

Q316

Year over year change in GAAP net revenue

9

%

(4

)%

(3

)%

Change in deferred revenue in the current period

(11

)%

10

%

(8

)%

Change in hedge gain (loss) applicable to billings

4

%

2

%

—

%

Change in acquisition related deferred revenue and other

1

%

(1

)%

2

%

Year over year change in billings

3

%

7

%

(9

)%

Reconciliation for Subscription Billings

Q116

Q216

Q316

Year-over-year change in GAAP subscription revenue

16

%

11

%

7

%

Change in deferred subscription in the current period

(20

)%

31

%

(14

)%

Change in hedge gain (loss) applicable to subscription billings

5

%

4

%

1

%

Change in acquisition related deferred subscription revenue and other

2

%

6

%

—

%

Year-over-year change in subscription billings

3

%

52

%

(6

)%

(a) Totals may not agree with the sum of the components due to
rounding.